Backalley Misunderstandings
by WaddleBuff
Summary: Shantae's surprise at a drunken Bolo mistaking her for a backalley whore is quickly overshadowed by the surprise of his monster dong. [Smut]


When Shantae tried a new backalley shortcut back home, she didn't expect to run into Bolo.

She didn't expect him to be this hammered either. He stumbled over to her, singing gibberish and belching a storm.

"Hey...Bolo…" she said, cautiously. She'd never really...seen her friend so inebriated, rivaling the rowdy audience over at the dance parlor. "Whatchu up to out here so la-whoa…!"

She didn't even get a chance to finish before Bolo was suddenly upon her, shoving her against the nearest wall with his hands clamped on her shoulders.

Shantae was about to ask what the hell he was doing when she suddenly realized where in Scuttle Town she was: just out of the corner of her eye, she could see the lit windows of the four-story Scuttle Town brothel.

And over the sound of Bolo's drunk growling, she could hear the faint sounds of slapping flesh, howling moans...

A blush instantly blossomed on her cheeks as several revelations crashed through her all at once:

1\. She was unwittingly taking an alley shortcut through the _red light district_.

2\. Bolo was obviously here to indulge in the local business.

3\. In his drunken stupor, Bolo was now under the impression that _Shantae_ was part of that local business.

This was all happening much too fast, and as Bolo's drunken face started closing in on her neck, she needed to do something, and do something fast.

But struggle as she might, the fact of the matter was that his strong arms had her pinned good, his whole weight restraining her. She couldn't wiggle or squirm a quick transformation dance, as hard as she tried. The best she could do was use her forearms and eek back, keeping his puckered mouth just a mere inch from her skin.

"W-Wait, Bolo I'm not...I'm not what you _want!_" Shantae said, sputtering in desperation as Bolo groaned hornily like some sort of sex-crazed zombie. "It's me, Shant-"

"Ughh, fine I jush wanted to lick you a few times before the good stuff…" Bolo said, slinking his head away in defeat. "Buh if you wanna get to _urp!_ it sho bad, den…"

Shantae suddenly felt herself crumple, the firm hands on her shoulders pushing her down to her knees...face to face with the bulge of Bolo's package.

"W-W-W-W-Wait, Bolo i-it's me! It's _SHANTAE_, not some back-alley-"

"_Urp!_ Damn y-you're an eager one _urp!_ arentcha...talkin' bout your _urp!_ backdoor already."

"Ew! Bolo that's not what I-"

"Yeah, yeah, how's about _urp!_ we get to the _good_ shtuff."

He took a hand off her shoulder. There wasn't a moment for Shantae to react before the hand shot to Bolo's shorts and pulled them down, his cock springing out into the night air.

His very large cock.

Despite herself, despite the ridiculousness of the entire situation, the sight of Bolo's exposed package shutting her up on the spot.

_This_ was _BOLO'S_ dick?

Shantae had to look up at the drooling idiot above her to make sure this was the same guy, the same foolhardy childhood friend that was usually the butt of everyone's jokes. Her shocked gaze drifted down again to his proud, rock-hard prick.

She gulped.

She wouldn't call herself a floozy or anything, but Shantae would be lying if she hadn't done some...indulging of her own with some of the more handsome and burly dance parlor clientele. Even so, she'd never encountered such a big and well-proportioned tool.

It continued to stand tall in the pale moonlight, flickering torchlight on nearby walls highlighting every throbbing vein, the bead of pre at the tip of his cock. From such a close distance, she could smell its virile musk, triggering the faintest of heat to start flickering down in her belly. That heat only flickered bigger the longer she looked at the prime asset, how it curved up slightly in a perfect, subtle arc. Shantae suddenly couldn't help but wonder what all of those hot, pulsing inches would feel like insi-

"Sho are you _urp!_ gonna shuck it or wha…?"

Shantae's brief admiration came crashing down around her when she once again remembered whose dick she was drooling over. She opened her mouth to start protesting once more, but it was then that she suddenly felt the large, strong hand gripping the ponytail behind her head…

Not a second later, and Shantae could only squeal a muffled exclamation as the ripe target of her open lips was penetrated by Bolo's meaty girth. All at once, Shantae felt her cheeks fill up, the slight tang of Bolo's cock on her tongue, that aroma of his musk filling up her entire nose. Tears welled up in her eyes, and a gag slipped from her stuffed mouth the moment his crown kissed the back of her throat.

There was a pause as Bolo groaned heartily, obviously relishing the way her mouth felt around him. In that pause, Shantae could have pulled away, even bit down to stop this whole thing then and there.

...but instead, as she heaved through her nostrils, each intake of air coated in the scent of Bolo's meat, Shantae could only widen her tear-stained eyes at the sight in front of her nose: even with her mouth completely stuffed, that was only a quarter of Bolo's length.

The rest of him was still out in the air, each solid vein untouched by the tight seal of her thin lips.

Regardless, Bolo was still apparently enthralled with what he could fit into Shantae's mouth, so after another soft groan, he started pulling his hips back, dragging his girth out against her slick tongue. Shantae slackened her jaw to make the process a little easier to bear, squeaking again when Bolo shoved himself back against her throat only a moment later.

With that, Bolo continued. Back and forth, sawing his meaty junk between Shantae's inner cheeks. She kept gagging, feeling drool start spilling from her bottom lip as Bolo went faster, using Shantae's hot mouth as his prick kept pulsing, nice and hot. Shantae closed her eyes, letting loose the tension of her shoulders.

Any sort of resistance would make this whole thing that much worse.

But along with the shoddy practical reasoning, there was some sort of morbid curiosity that made her play along with the whole thing, and she just let Bolo continue tepidly screwing her mouth to get off. Shantae had experienced a pretty decent number of trouser snakes in her private little escapades. And she'd taken just as many in her mouth, no different than the way she was being used right now, on her knees, big hands coiled in her long, purple hair.

All the more reason why she Shantae found herself increasingly impressed with each passing second. Nobody, not even the larger of her various bedroom bosom buddies (Ammo Baron being one of them, much to her later regret) had forced her to gag this much, for tears to stream over her cheeks.

"_Grrk..!_" she gagged, more spittle spewing from the seal of her lips, more tears splashing. The tight alleyway echoed the wet sounds of Bolo violating her mouth, and soon it was all Shantae could hear.

Bolo finally began set into a rhythm, the sensation of his bulging crown kissing her throat becoming more frequent.

As it went on, all of Shantae's senses were soon crammed with Bolo; every salty inch of his meat scraping past her tongue, the strong aroma of his crotch, the pulsing package pummeling her throat, the tug of his hand pulling behind her head. She got used to the way her cheeks stretched out, finding her inadvertent admiration for her childhood friend only grow worse with every inward shove of his prick.

It became a strange, sort of indulgent carnal blur, one that Shantae started inadvertently began reciprocating.

"_Augh_…" Bolo suddenly said, breaking the silence of his dick shoving itself into Shantae's mouth. "Man, you're one of thosh eager ones, arentchu…"

Shantae wondered what he meant...until she realized now, and only now, that Bolo wasn't thrusting into her mouth at all. In fact, his hands were idly rubbing her shoulders, his hips only slightly juttering forward.

Opening her eyes, she saw the truth: it was her own efforts that was establishing the rhythm, not his. Her hands, small and dainty compared to his massive girth, were eagerly stroking and squeezing the length from his base to the other half being swallowed up by her mouth. Her head rushed forward to meet every meaty inch, shoving forward, over and over, her purple bangs swishing in a chaotic tandem to the gold of her earrings.

Whether it was muscle memory or some sort of other instinct, the fact of the matter was that Shantae was now sucking Bolo's cock of her own volition.

_Eagerly_ so, gurgling the musky flavor of his prick with her tongue slurping up hot against his pulsing arousal.

...and despite herself, Shantae couldn't find it inside of herself to stop.

It only took a moment after the initial shock that she found this to just feel...right. So she kept sucking, hard, concaving her cheeks to further tighten the pressure around her captive, girthy prize. Faster and faster, Shantae slammed her head forward, starting to give moans of appreciation that she knew would echo sumptuously through the sensitive veins kissing the roof of her mouth.

She loved every tight, encouraging squeeze of Bolo's hands on her bare skin, and she couldn't help but imagine what those hands would feel somewhere else.

Her hands roamed to his balls, squeezing and fondling their largeness, fingers fiddling with them before squeezing. She heard Bolo gasp, felt one of his hands grow tighter against her.

It was at this point that Shantae surprised herself again. With her other hand firm against Bolo's base, without even thinking or planning ahead of time, she brought her head all the way back and then shoved it forward completely, letting Bolo's cockhead slam against the back of her mouth, intimately kiss her uvula.

No hesitation, and Shantae kept pressing forward, letting loose the tension of her throat to further swallow Bolo straight into the tightness of her neck.

"H-Holy sh-...!"

Inch after inch of him was gobbled up, squeezed into the asphyxiating tube of Shantae's throat. His fingers grew so tight that Shantae absentmindedly wondered if they would leave welts. She shifted her hands to his hips, occasionally letting out another gag or two until finally, the jewel of her tiara kissed Bolo's lower abs, her nose buried in his pubes.

Just like that, she had swallowed him whole.

She let him stay there, feeling all of those glorious inches of his tool just pulse and throb in the tight, slick grip of her throat. She could feel every breath, every pulse of him like this, taste him with an intensity that was better than any cock she'd ever had.

Then, with her hands on the side of his thighs, Shantae began.

She'd only ever taken one guy this deep before, but of course, Bolo was in an entirely different league. Still, as she pulled back, feeling his hot length slither past the entrance to her throat, she knew it would only be a matter of time until her muscle memory kicked in, and she could take him without any struggle whatsoever.

Again, she sucked Bolo in, amused at his passiveness, savoring all of him as she breathed hard through her nose.

In no time at all, Shantae's inherent eagerness drove her back to that vicious rhythm of before. Again and again, Bolo's cock would disappear into her oral pocket, visibly bulging nice and hot and huge through her thin neck.

His balls started smacking against her chin, a nice percussive beat that drove her forward. She felt him throb, further slickening her inner throat with pre. With every outwards drag, wads of her throat slop messily spilled out onto Shantae's chin. But she kept going, uncaring, going faster and faster as she felt herself grow more desperate for Bolo's flavor, for the pure sensation of his cock inside her.

It was of no surprise to her when she realized one of the hands that was at his hips was now under the band of her harem pants. She fingerfucked herself, growing more excited as the seconds grew by, feeling herself succumbing and mounting in horniness with the carnal mindlessness of it all. Harder and faster, she dug her fingers inside of her folds, feeling her juices spill and stain her panties, drenching her fingers.

She was cock-drunk, and at this point, Shantae didn't care.

All she cared about was sucking down Bolo's cock like it was air.

Soon Bolo's hands were back on her head again as he grew close, drunkenly groaning like a donkey as he lost himself to the sensation of this slut's mouth coiling tight around him. Shantae encouraged him by starting to hum intermittently, knowing full well each vibration of her vocal chords would sizzle hotly into Bolo's body.

He started thrusting now, meeting Shantae's forward face thrusts with full-on drives of his hips. The alleyway echoed louder than ever now, a cacophony of loud slurping, squelching, wet gurgling, guttural growls. The sloppy roughness of the whole affair drove Shantae wild, her eyes squeezing tight at the utter domination of her throat, feeling hot spit start spewing from her nose as she gagged and choked without care, her loins tightening and growing ever-hot at how perfect Bolo's cock pulsed.

She came with a cock-gagged scream, crumpling uselessly as she shuddered under the cathartic depravity that shook her to her very core. Thankfully, Bolo's hands kept her upright, tightly wound in her hair now as his fierce facefucking reached an apex, his balls smashing wetly and hotly against her chin as he roared into the night sky.

Only moments after Shantae's own peak, Bolo came, his meatrod exploding with hot streams of spunky goo straight into her thirsty, thirsty gullet. His wild drives slowed to shivering, sloppy thrusts and he rode out every shot of cum, pulsing as he breathlessly let Shantae eagerly swallow it all.

Fresh from her own peak, Shantae hummed in satisfaction at the heat flushed down into her stomach. She was tempted to pull her head back, maybe taste some of that cum that continuously pumped down her neck, slosh it around between her cheeks, but even in her cock-crazed afterglow she had the sense to remember that they were still, technically, in public; it wouldn't do to walk back to her lighthouse stained in nut.

Eventually Bolo's loud groans tapered out, his prick following suit with a few last jets of cum shooting from its buried tip. Feeling the meat soften in the hold of her slimy gullet, Shantae finally pulled back, the loud slurp of cockmeat sliding past a pair of thin lips accentuated with a _pop_ after its tip followed.

For the first time in several minutes, Shantae could breathe freely, cool night air rushing into her throat, filling up her lungs. She sat there on the ground, shifting gears as reality began to set in again.

"Shit." Bolo said, seemingly a little sobered up after busting his fat load into Shantae's throat. "I'm s-sorry, I didn't mean to be sho- ahem ...so rough on ya."

Shantae didn't answer.

The silence became a little awkward.

"...well alright um, how much do I owe ya?"

"How about a little more?" Shantae said, rising to her feet.

"Come agai-" Bolo started, only to have his eyes adjust and catch sight of the face that was now level with his. "Sh-Sh-Shant-..._mmmf!_"

It was Shantae's turn to be rough and needy now as her lips crashed against Bolo's, letting his tongue helplessly writhe against hers to give him a taste of his own junk. At the same time of her oral assault, one of her hands grabbed Bolo's prick, pumping it with a firm pressure that had him at full mast in moments, his throbbing cockhead kissing the bellybutton of her taut stomach.

She pulled back from Bolo's mouth only after she pinned him against the wall behind him, making sure that he had no escape.

"You know, you really should take a look at the girl whose mouth you're sticking your peen into," Shantae said with a smile, her hand still stroking Bolo's cock as he looked back with a face of a thousand emotions. "_Especially_ if you're hammered."

"I-I'm sorry Shantae I didn't-"

"Apology accepted!" Shantae interrupted, beaming brightly at him before her face changed into another look entirely. "Buuuut, like any other fine establishment here on this street, I am gonna need some compensation."

"Alright, s-sure, I've got the gems for it, just like I said!"

Shantae rolled her eyes. Now that he was sober, Bolo was acting like his usual self again: dense.

"The dance parlor's got me covered with gems, Bolo. Besides…" Shantae brought her free hand to Bolo's bare bicep, running her palm up his skin. "...I'd much rather have something else you have to pay me back."

She made a pointed long stroke with her hand, and she felt a bead of pre spurt out, sticking to her mocha skin. Bolo sighed at the sensation…

...but still gave Shantae a blank stare as her hand drew teasing curlicues on his neck.

"..."

Shantae let out an exasperated groan. He may have a dick to put Ammo Baron's to absolute shame, but he still had the brains of a wharf rat.

"Your _dick_, Bolo."

"Ohhhhhhh! Sure, I mean if...if you're up for it?"

Shantae could only smile at him, biting her lip as she took her hand off his tool, and sashayed to a nearby crate.

This was all so very weird. Only half an hour ago, she was on the way home after a night at the dance parlor, feeling more than a little eager for a hot soak in her bath. And now, here she was, peeling her pants and panties down, down her long, smooth legs, offering her glistening cunt to her blockheaded childhood friend.

But strangeness aside, Shantae's tongue still tasted his musk, her throat feeling the imprint of his well-endowed girth. And all at once, she decided that as unexpected and random as all of this was, she really wouldn't have it any other way.

With her elbows on the crate, Shantae pushed out her hips, her perky little ass shaking invitingly to Bolo in a mesmerizing little jiggle. The slight sheen of sweat on her naked tan skin glowed in the torchlight.

She looked over her shoulder, teeth biting into her lip at the sight of his monstrous dong, veiny and glistening, ready to stuff her at any moment.

Then, her eyes roamed up to Bolo's, catching his attention as he dumbfoundedly drooled at her carnal invitation. She gave him a casual smile.

"Well, I'm Ret-2-Go when you are…"


End file.
